| Dear Members,
The Directors have pleasure in presenting before you the Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
Particulars 2014-15 2013-14
Gross Income 164.08 120.13
Less: Finance Cost 39.68 36.96
Overheads 84.23 55.07
Depreciation 6.04 3.17
Profit before Tax & Exceptional Items 34.13 24.93
Add : Exceptional Items 0.00 0.00
Profit before Tax 34.13 24.93
Less : Provision for taxation 11.24 7.95
Profit after tax 22.89 16.98
Deferred Tax Assets 0.70 0.24
Add : Balance b/d from the previous year 18.78 41.58
Excess provision for NPA 0 2.11
Excess provision for Income Tax 0 0.09
Surplus available for appropriations 42.37 61.00
Appropriations
Transferred to Special Reserve 4.75 3.50
Provision for standard Assets 0.28 0.79
Utilised for Issue of Bonus Issue 0 37.93
Provision for NPA 0.60 0.00
Assets W/o as per co. act 2013 0.14 0.00
Excess Provision for Income Tax 0.03 0.00
Balance carried over to Balance Sheet 36.57 18.78
LENDING OPERATIONS & DISBURSEMENT OF LOANS:
Your Company registered a remarkable growth in its operations. The
highlights of Company's Performance are as follows:
*The operating profit before charging depreciation and tax amounted to
Rs 40.17 lacs in the year 2014-15 as against Rs. 28.10 lacs in the
preceding year; representing a rise of 42.95%.
*Profit after Tax (PAT) before extraordinary items went up by 36.93% to
Rs. 23.58 lacs in the year 2014-15 from Rs.17.22 lacs in the previous
year.
*As at 31st March, 2015, the loan portfolio stood at Rs. 890.91 lacs as
against Rs. 765.45 lacs in the previ- ous year an increase of 16.39%.
As part of its liability management, your Company endeavors to
diversify its resource base in order to achieve an appropriate maturity
structure and minimize the weighted average cost of borrowed funds.
DIVIDEND:
Your Directors felt it prudent to retain the earnings for the year
under review to be ploughed back in business, which shall result in
further augmentation of the Company's growth and shareholders' wealth.
CHANGES IN SHARE CAPITAL:
During the year under review, there were no changes in the share
capital of the Company.
UNCLAIMED DIVIDEND:
Under the provisions of section 125 of Companies Act, 2013 dividends
that remain unclaimed for a pe- riod of seven years from the date of
declaration are required to be transferred to the Investor Educa- tion
and Protection Fund (IEPF) administered by the Central Government. As
at March 31st, 2015 there are no unpaid/ Unclaimed Dividend to be
transferred to Investor Education and Protection Fund.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the Clause 52 of the Listing Agreement with the BSE SME,
Report on Management Discus- sion and Analysis is annexed herewith in
Annexure IV.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (3) (c) of the Companies Act, 2013, and
based on the information provided by the management, your Directors
hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed;
(b) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and esti- mates were made so as to give a true
and fair view of the state of affairs of the Company as at March 31st,
2015 and of the profit of the Company for the year ended on that date;
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
(d) The annual accounts of the Company have been prepared on a going
concern basis.
(e) Internal controls have been laid down to be followed by the Company
and such internal controls were adequate and were operating
effectively.
(f) Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 52 of the BSE SME Listing Agreement. A report on
Corporate Governance is included as a part of this An- nual Report in
ANNEXURE VI.
Certificate from the Statutory Auditors of the company confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 52 of the Listing Agreement is attached to this report.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and oth- ers entitled thereto.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
Your Directors draw attention of the members to Note 18 to the
financial statement which sets out related party disclosures.
RISK MANAGEMENT POLICY:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 52
of the listing agreement, the company has in place risk management
policy and a risk management committee. The details of the committee
and its terms of reference are set out in the corporate governance
report forming part of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to the provisions of section 135 and schedule VII of the
Companies Act, 2013, at present the CSR provisions are not applicable
to the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined by board. To maintain its
objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board and/or to the Managing
Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all loca-
tions of the Company.
Based on the report of internal auditor, respective heads undertake
corrective action in their respec- tive areas and thereby strengthen
the controls. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of
the Board.
DIRECTORS:
During the year under review, the Board of Directors on the
recommendation of Nomination and Remuneration Committee has changed the
Designation of Director Mr. Rajesh Jain from Executive Director to Non-
Executive Director in the meeting held on July 13th, 2015 subject to
the approval of members in the general meeting. Further in accordance
with the provisions of the Act and the Articles of Association of the
Company Mr. Rajesh Jain ,Director is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible offers himself
for re appointment.
The term of appointment of Mrs. Seema Jain, Whole Time Director expires
on 19.07.2015 and therefore Board of Director have in their meeting
held on 13.07.2015 re- appointed Mrs. Seema Jain, Whole Time Director
on such terms and conditions including remuneration as decided by Board
on recommendation of Nomination & Remuneration Committee subject to the
approval of members in the general meeting.
Your directors recommend their appointment / re-appointment.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164
of the Companies Act, 2013.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence as laid down in Section 149(6).
AUDITORS:
Statutory Auditors:
At the 19th Annual General Meeting held on September 18th, 2014, the
members had appointed M/s Valawat Jha Pamecha & Co. Chartered
Accountants (registration No. 008265 C) as the statutory auditors of
the Company for a period of 3 years upto the conclusion of 22nd Annual
General Meeting to be held in the year 2017, subject to them ratifying
the said appointment at every AGM. The Company has received a
confirmation from M/s Valawat Jha Pamecha & Co. Chartered Accountants,
to the effect that their appointment, if made, at the ensuing AGM would
be in terms of Sections 139 and 141 of the Companies Act, 2013 and
rules made there under. The board proposes to the mem- bers to ratify
the said appointment of M/s Valawat Jha Pamecha & Co. Chartered
Accountants.
Secretarial Auditors:
M/s Deepak Vijaywargey & Associates, Practicing Company Secretary,
Udaipur was appointed as the Secretarial Auditor of the Company for the
financial year 2014-15 by the Board of Directors pursu- ant to
provisions of Companies Act, 2013 and rules there under. Secretarial
audit report as provided by M/s Deepak Vijaywargey & Associates,
Practicing Company Secretary is annexed to this Report as ANNEXURE II.
QUALIFICATIONS IN AUDIT REPORTS:
There are no qualifications, reservations or adverse remarks or
disclaimer made-
(a) By the statutory auditor in his report; and
(b) By the company secretary in practice in his secretarial audit
report;
DISCLOSURES:
BOARD MEETINGS:
The Board of Directors met 5 (Five) times during this financial year
2014-15.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee consists of adequate composition of Executive, Non-
Executive and Independent Directors. The details of which are mentioned
in the Corporate Governance Report.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee consists of adequate
composition of Non- Executive Inde- pendent Directors. The details of
which are mentioned in the Corporate Governance Report.
COMPOSITION OF SHAREHOLDER'S /INVESTOR GRIEVANCE COMMITTEE:
The Shareholder's /Investor Grievance Committee consist of adequate
composition of Executive, Non- Executive and Independent Directors. The
details of which are mentioned in the Corporate Governance Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Com- panies Act, 2013, if any, apart
from the loans made, guarantee given or security provided by the Com-
pany in the ordinary course of business, if any, are given in the Notes
to accounts forming part of the Audited Financial Statements for the
year ended March 31, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy:
The Company's operations are not power intensive. Nevertheless, your
Company is taking every step to conserve and minimize the use of energy
wherever possible such as using energy efficient computer terminals,
purchasing energy efficient equipments etc.
(B) Technology absorption:
The Company has imported no technology. Indigenous technology available
is continuously upgraded to improve overall performance.
(C) Expenditure incurred on research and development:
The Company has no formal research and development department but the
Company is continuously making efforts to strengthen research and
development activities to improve quality and reduce cost.
(D) Foreign exchange earnings and Outgo:
During the year under review there was no earnings and outgo in foreign
exchange.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, the details forming part of extract of annual return in MGT 9 is
annexed herewith as ANNEXURE III.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197 of the Companies Act,
2013, read with the Com- panies (Particulars of Employees) Rules, 1975,
as at March 31st, 2015, there were no employees in SRGSFL throughout
the year who were in receipt of remuneration of Rs. 60 lacs or more per
an- num or Rs. 5 Lacs or more if appointed for the part of the
financial year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial
position of the company be- tween 31st March and the date of Board's
Report.
CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the Nature of Business.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review .The Company has been granted registration by the
Reserve Bank of India, as a non-deposit taking NBFC. Being so, the
Company has neither accepted in the past nor has any future plans to
accept any public deposits.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has been following directions, guidelines, circulars issued
by SEBI, BSE, MCA, RBI etc. from time to time relating to listed
companies and that there are no significant & material or- ders passed
by these regulators so far.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given as per "Annexure VIII" to this re- port.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE SME where the Company's Shares are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year company has not received any investor complaints and
that as on date no com- plaints are pending.
EARNINGS PER SHARE (EPS):
The Earnings Per Share (EPS) is 0.61 as at March 31st, 2015 as against
0.73 as at March 31 ST, 2014.
Particulars as on 31st March 2015 2014
Capital Adequacy Ratio 72.51% 77.63%
Your Company's capital adequacy ratio was at 72.51% as on 31st March,
2015 , which we believe provides an adequate cushion to withstand
business risks and is above the minimum requirement of 15% stipulated
by the RBI.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
Your Company adhered to the prudential guidelines for Non performing
Assets (NPAs), issued by Reserve Bank of India, as amended from time to
time. As per the prudential norms, the income on such NPAs is not to be
recognised.
As per the prudential norms prescribed by the Reserve Bank of India,
the Company has made provi- sion for contingencies on standard as well
as non-performing assets.
A NOTE OF APPRECIATION:
Your Directors place on record their appreciation for the advice,
guidance and support given by vari- ous regulatory authorities
including the RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories
and all the bankers of the Company. The Directors would also like to
acknowledge the role of all its stakeholders - shareholders, borrowers,
key partners, and lenders for their continuing support to the Company.
Your Directors also record their appreciation for the dedicated
services of the em- ployees and their contribution to the growth of the
Company. The Board would also like to express its sincere appreciation
to all the Company's valued Shareholders, RTA, Service Providers and
Coun- selors for their continued support and patronage.
FOR AND ON BEHALF OF THE BOARD OF DIRECTOR
Sd/-
Vinod K. Jain
Managing Director
DIN: 00248843
Place : Udaipur
Date :25.05.2015
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